Work Package Consortium Agreement Clarifications

The Draft Consortium Agreement (DCA), released as part of the RfP documentation, can be downloaded here. This document was subsequently revised following feedback from the SKA Organisation’s Board of Directors (“SKA Board”). This revised version of the DCA (release date 2013-04-11) can be downloaded here.

The DCA aimed at providing a mechanism for the appointment of a consortium for the delivery of a particular work package. A consortium being a collection of individual organisations performing the work package, each being a member of the consortium.

The primary objectives of the DCA were to establish the legal relationship between SKA Organisation and the consortium members by:

Appointing a consortium for that work package;

Establishing the deliverables for that work package through an agreed Statement of Work which would form a schedule to the DCA;

Establishing the contractual obligation of the consortium to deliver those deliverables;

Establishing the commitment of the consortium members to comply with those aspects of the SKA Organisation’s IP policy which are intended to be legally binding; and

Establishing a mechanism by which the consortium, via a Consortium Lead Organisation, will monitor progress and report to SKA Organisation on such progress.

SKA Organisation was to be a signatory of, and therefore a party to, the DCA as was required to achieve the above objectives. SKA Organisation would not itself have been a member of the consortium. This is analogous in some respects to SKA Organisation being the “customer” under the agreement and each consortium member being a “supplier”, collectively those “suppliers” forming the consortium itself.

It was not the intention of the DCA to define and regulate all aspects of the consortium members’ relationships amongst themselves. SKA Organisation envisaged that further agreements, whether bi-lateral or multi-lateral, would be executed among the members of each consortia, and that SKA Organisation would not be a party to such agreements. SKA Organisation will require the members of each consortia to enter into an agreement of that nature, which must not conflict with the terms of the agreement (intended, when the RfP documentation was released, to be the DCA) between SKA Organisation and the consortium members.

Following initial responses to the release of the RfP, which included the DCA, it has become apparent that the objectives of the DCA set out above were not fully understood by all potential respondents. For example, feedback has been received which assumed that the DCA was intended to fulfil the role of the bi-lateral and/or multi-lateral agreements mentioned above. This was not the intention of SKA Organisation but the feedback is considered valuable as a way of informing the recommended content and format of such bi-lateral and/or multi-lateral agreements. Going forwards, references to “Consortium Agreement” relate to the bi-lateral and/or multi-lateral agreement between consortium members to which SKA Organisation is not a party. It is now intended that SKA Organisation and consortium members will enter into a less prescriptive Memorandum of Understanding (“MoU”), in place of the DCA, to define the relationship between these parties.

The following agreements will now relate to the SKA pre-construction work packages:

Letter of Intent (“LoI”). It is expected that consortia will commence negotiations with SKA Organisation before their CA is agreed and executed, and that an LoI will be entered into by and between consortium members to provide mutual reassurance of intent prior to the execution of the CA. Template LoIs are available here – Template LoI1and Template LoI2 – and can be used/modified as required. SKA Organisation will not be a party to LoIs.

Consortium Agreement (“CA”). SKA Organisation will require consortium members to enter into agreements amongst themselves under which detailed allocation of responsibilities and other aspects governing their relationships with each other will be defined. Feedback in relation to the DCA indicates that several proposed consortia have used that document as a basis for their own CA. Template CAs developed by these proposed consortia are available here – Template CA1and Template CA2 – and can be used/modified as required. SKA Organisation will not be a party to CAs, but will have full visibility of these Agreements.

Memorandum of Understanding (“MoU”). The MoU will ensure that there is an appropriate relationship between SKA Organisation and consortium members; it will define their respective roles and obligations to each other, including any deliverables obligations (as specified in the Statement of Work for the work package) and consortium members’ formal acceptance of SKA Organisation’s IP policy. The draft MoU is available here – MoU (pdf) / MoU (docx). SKA Organisation will be a party to MoUs. A page on the SKA website will be set up to receive, and respond to, questions and comments about the MoU.

It is expected that LoIs will be signed by all consortium members of each proposed consortium by 30 August 2013, i.e. prior to the start of negotiations on Statements of Work. CAs and MoUs must be signed by all parties by 4 October 2013, so that these documents can be included in preparations for the SKA Board meeting at the end of October 2013.

There is no longer a requirement, as stipulated in the RfP, for proposed consortia to submit a consortium agreement in their response to the call for proposals. However, please submit with your proposal any supporting documentation to demonstrate progress made towards establishing a formal agreement between consortia members. It should be noted that the submission must include nomination of a lead organisation and a consortium leader from that organisation to act as the single point of contact from the consortium.

SKA Organisation’s IP policy will be incorporated as a Schedule in the MoU. It was originally intended that the policy document would be submitted to the SKA Board for approval and then it would be provided to recipients of the RfP call that advised on intent to respond. Since the release of the draft IP policy as part of the RfP documentation package, it has been subject to various inputs and, once all work package proposals have been received, it is now intended to provide each proposed consortium’s contact person with the latest version of the document. A page on the SKA website will be set up to receive, and respond to, feedback on the draft IP policy. Such feedback will be accepted until 28 June 2013; the SKA Board will be asked to approve the SKA Organisation’s IP policy at its board meeting on 24-25 July 2013.

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Responses to questions asked, and comments made, about the DCA following its release as part of the RfP documentation are published below. If the question or comment is considered pertinent to either the Consortium Agreement (“CA”) or to the Memorandum of Understanding (“MoU”) then this is denoted at the end of the answer.

If, after reviewing the Q&A section below, you have any comments or questions then please contact rfp@skatelescope.org.

———Question: “With the consortium planning discussions proceeding in earnest, we would appreciate clarity on how the SKA intends to formally contract the pre-construction work and ensure delivery within scope.”Answer: In respect of each work package, SKA Organisation will enter into a Memorandum of Understanding with the consortium members tasked with the delivery of that work package. The deliverables identified in the Statement of Work for that work package will constitute the deliverables under the MoU. [MoU].

———Question: “We are surprised that the draft Consortium Agreement is is not a delivery-focussed agreement between the Parties – the Consortium (as ‘vendor’) and the SKAO (as ‘client’) to deliver the xxxx workpackage (‘product’).”Answer: The MoU is a delivery-focussed agreement with specific deliverables appropriate to the particular work package concerned being defined in the appended Statement of Work. [MoU].

———Question: “The RFP CA concentrates (almost completely) on the management and organisation of the Consortium itself.”Answer: The new MoU does not prescribe internal consortium governance, which will instead be for the CA to address. The MoU does, however, create obligations for Consortium Members to provide information considered necessary by SKA Organisation for it to meet its remit of co-ordinating the SKA Project. [MoU].

———Question: “As a consortium lead, we would expect to enter into an SKAO-Consortium agreement which defines:
(a) The management of the Deliverable (product) – including explicitly stating that the SKAO & Consortium negotiates and defines the work ahead of signing the contract;
(b) The processes which will control changes to the scope of deliverables – including negotiation to remain in scope, reset of priorities etc.;
(c) How the deliverable will be tracked (progress) and ultimately deemed ‘complete’ (by who, how, etc); the RfP lists many documents for a consortium to deliver but no process to conclude the contract.”Answer: (a) The execution of the work is specified at the Statement of Work level. By entering into the MoU, consortium members collectively undertake to SKA Organisation to perform the tasks identified in the SOW. This is a fairly common structure for other research organizations. Consortium members will allocate responsibility for each separate deliverable amongst themselves under the CA. [MoU and CA].
(b) At MoU level, proposed changes to deliverables will be subject to impact assessment on the work package by SKA Organisation and, if appropriate, accepted in accordance with the change control procedure set out in the negotiated statement of work which is appended to the MoU. Change requests will be evaluated managerially, technically, scientifically etc by SKA Organisation and approved or rejected accordingly. [MoU].
At CA level, changes to consortium members’ deliverables obligations (i.e allocation of responsibility for particular tasks among the consortium members) will be negotiated by and between consortium members in accordance with the terms of their CA. [CA].
The change control process which was delivered as part of the RfP applies to all documents including the SOW and project plan etc. The RfP document itself provides for one negotiation phase before the start of the work when the deliverables are specified and valued.
(c) The MoU requires consortium members to provide information to SKA Organisation which enables it to assess achievement of milestones and deliverables against negotiated schedules. The RfP document provides for the negotiation phase before the work starts. The execution schedule is set up at the time of the negotiation. The SOW specifies monthly progress meetings. Deliverables are deemed ‘complete’ when the SKA Organisation accepts them and allocates the earned value to the SKA Organisation. [MoU].

———Question: “Given that we’ve seen no ‘other’ agreement to support the CA, does the SKAO expect the CA to be the sole “delivery” agreement? If so, are you anticipating releasing a revision shortly rather than have each consortium produce an independent revision?”Answer: The MoU (incorporating the Statement of Work) will be the sole delivery agreement as between SKA Organisation and consortium members. [MoU].
SKA Organisation will require consortium members to enter into agreements amongst themselves under which detailed allocation of responsibilities and other aspects governing their relationships with each other will be defined. SKA Organisation will not be a party to such agreements. [CA].
Feedback in relation to the draft consortium agreement issued as part of the RfP documentation indicates that several proposed consortia have used that draft as a basis for their own CA. SKA Organisation encourages consortia to adopt the same approach. It is expected that consortia will commence negotiations with SKA Organisation before their CA is agreed and executed, and that letters of intent will therefore need to be entered into by and between consortium members to provide reassurance prior to the execution of the CA. Template letters of intent and template CAs are available on the SKA website. [CA].

———Question: “The motive for a consortium agreement including the SKAO is that VAT issues with respect to IP are then covered satisfactorily. Can this aspect not be the subject of a separate agreement on IP, with a second internal agreement among consortium members governing their joint activities? The Consortia are being given the responsibility to deliver products with a minimum of direction from the SKAO, and, to be consistent, one can argue that SKA Organisation should also give them the responsibility to regulate their own affairs.”Answer: The motive for the MoU is to ensure that there is an appropriate relationship between SKA Organisation and consortium members, which defines their respective roles and obligations to each other, including any deliverables obligations and their formal acceptance of the IP policy. [MoU].
Consortium members will be required to enter into a CA to regulate their own affairs. SKA Organisation will not be a party to such CAs. [CA].

———Question: “From the structure of the CA it is unclear whether this is an agreement between SKA and the Consortium or a Consortium Agreement. Certain statements in the CA give rise to this confusion as the SKA Organisation appears to have a decisive vote on exclusive consortium matters. This means that we are not dealing with a Consortium Agreement but with a contract with the SKA organisation. This illustrated by:
– 6.2. where it states that the CA can not be terminated without the consent of the SKA Organisation. In order for the CA to operate as fully responsible for the work agreed between CA and SKA Organisation it should also have the right to terminate its existence. Suggestion would be to arrange the transfer of rights and leave the consortium the right of self-determination.
– 11.2a. suggests that SKA will be a board member of the consortium, that would give SKA a vote on the Consortium Board
– 14.8. involvement of third parties, the consent of the SKA organisation is of course not required. Only the obligations towards the SKA Organisation as outlined in this CA should be transferred.”Answer: The MoU establishes certain obligations for consortium members to provide information to SKA Organisation. However, SKA Organisation will not prescribe internal governance of consortia or require any voting rights on the consortium board. [MoU]. Provisions addressing internal governance should be included in the CA. [CA].

———Question: “Given the fact that some industries will be involved during Stage I and II at own funding it is unlikely that they will grant non-exclusive, worldwide, royalty free, perpetual and irrevocable licenses for the foreground and background IP. It is also to be expected that the IP clauses as formulated in the CA cannot be propagated to all subcontractors or third parties in all cases. If the IP clauses remain unmodified IP will be part of the negotiations with the SKA.org after closure of the RfP.”Answer: The IP Policy provides SKA Organisation with freedom to use products of the design phase for SKA project purposes by granting it a licence in respect of those products. It does not, however, provide a right of access to the licensed technology nor unrestricted use thereof. In case an exception to the IP Policy is required, this may be negotiated with SKA Organisation. The MoU provides clarity on the obligations of third parties managed by the consortia. [MoU].

———Question: “Consortium Lead Organisation must be located in one of the Full Member Countries to ensure, in absence of a cash flow, an (indirect) steering mechanism for the SKA Board. We didn’t see that this has been made explicit in the draft agreement (and in the draft RfP doc, if missing).”Answer:SKA Organisation agrees that lead consortium members must be domiciled in a full member country. The MoU mandates that this be the case. [MoU].

———Question: “Parties. The Parties are listed as SKA Organisation and Consortium Members in the first paragraph, but in point 2 of the Introduction, the SKA Organisation is said not to be a member of the Consortium, rather an observer on the Consortium Board. Is it possible for the SKAO to be a Party to a Consortium Agreement without being a Member of the Consortium in question?”Answer: The MoU clarifies the status of each party to it. [MoU]. SKA Organisation is not expressed to be, and is not in any sense, a consortium member.

———Question: “Introduction E. Include construction, operational and maintenance phase; e.g. the IP resulting from the development of the design studies (which is the deliverable of the work package) will be used in all phases of the project.”Answer: Consortium members are at liberty to adapt the draft consortium agreement available on the SKA website, for use as their CA, in such manner as they see fit provided that the CA does not conflict with the terms or intent of the MoU. [CA].

———Question: “1. Definitions. Consortium Lead Organisation: describe the characteristics following from the governance concept ‐‐> Research Organisation/Institute located in one of the Full Members countries.”Answer: Consortium members are at liberty to define their respective roles in such manner as is appropriate for their CA. SKA Organisation does not mandate any particular description for this purpose [CA]. The MoU does require the consortium lead organisation (i.e. the consortium member which has primary responsibility for coordination of the work package under the terms of the CA) to be domiciled in a full member country. [MoU].

———Question: “1. Definitions. Work package Consortium Leader: needs clarification. Add in clause 7.1., the person appointed by the Consortium Lead Organisation.”Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA. [CA].

———Question: “1. Definitions. “The Agreement” is not defined (used in article 7.3.b)”Answer: The term “Agreement” should indeed have been defined in the DCA; it was intended as a reference to the DCA itself.

———Question: “1. Definitions. Definition of SKA Contributors mentions an agreement to which the SKAO is a Party. This could be an agreement between the SKAO and the Consortium Lead Institute rather than the draft Consortium Agreement as it now stands.”Answer: The definition of SKA Contributor would apply to a Consortium Lead Organisation under an agreement to which it and SKA Organisation were the only parties. However, SKA Organisation requires all consortium members to enter into a CA so that the definition of SKA Contributor applies to them also.

———Question: “1. Definitions. Definition of SKA includes mid-frequency Aperture Arrays which are not guaranteed a place in the SKA.”Answer: It was deemed appropriate to include mid-frequency aperture arrays in the definition of SKA because the members’ site selection decision identifies a dual site implementation for SKA-1 and SKA-2 which explicitly includes the use of mid-frequency aperture arrays. In the MoU, the more generic term “aperture array” is used. [MoU]

———Question: “3. Term. As an alternative for a longstop date one can add a defined result related to the progress in the Work package Plan or Statement of Work.”Answer: The terms of the MoU will expire when the work package deliverables are delivered and signed off by SKA Organisation. [MoU].

———Question: “4, Evolution. 4.1. We cannot need unanimity to elect a new member this would imply that any tiny contributor could scupper taking on a new member. This includes a veto from the SKAO – this is unacceptable. Could be 2/3 majority etc.”Answer: Issues concerning internal governance are no longer prescribed by SKA Organisation. [CA].

———Question: “4, Evolution. 4.2. Unanimity for withdrawal is simply wrong. There must be a mechanism for a member to be thrown out e.g. non-performance. Again 2/3 majority at best (or a domination by lead, whose responsibility it is).”Answer: Issues concerning internal governance are no longer prescribed by SKA Organisation. [CA].

———Question: “5. Responsibilities. 5.1b. Responding to requests from SKAO for changes is not a consortium agreement and needs to be in a separate agreement.”Answer: Changes to Work Package deliverables will be managed under the change control process of the Statement of Work, which is given contractual effect by its incorporation into the MoU. [MoU].

———Question: “5. Responsibilities. 5.2a. Why the repetition of ‘Statement of Work’?”Answer: Agreed. This was a typo.

———Question: “5. Responsibilities. 5.2b. Each consortium member working with the SKAO on sub-system definition and work schedule is fundamentally wrong! Who is in charge at the Consortium? It has to be the consortium lead and other leads. Again a confusion of roles.”Answer: Allocation of roles and responsibilities within the consortium is now for the consortium members to determine in the negotiation of their CA. [CA].

———Question: “5. Responsibilities. 5.2b. Add underlined words “work with the other Consortium Members and the SKA Organisation…””Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA. [CA].

———Question: “5. Responsibilities. 5.2d. Surely requests for detailed data by the SKAO should flow through the Lead Institute rather than direct to the Consortium Member? See Statement of Work section 4.2 point 2, and article 7 of the draft Consortium Agreement.”Answer: Agreed. The MoU now provides for this. [MoU].

———Question: “5. Responsibilities. 5.2e and 5.2g. Why is the SKAO running the consortium – they are not.”Answer: It is not, and was not, the intent that SKA Organisation should run the consortium or be perceived as being entitled to do so. However, consortium members have obligations to SKA Organisation to provide work package deliverables and information [MoU]. SKA Organisation will not be a party to any CA. [CA].

———Question: “5. Responsibilities. 5.2g. Having the SKAO interact directly with other Consortium Members than the Lead Institute rather defeats the purpose of having a lead institute and a coherent Consortium structure.”Answer: Agreed. The MoU establishes a single point of contact between SKA Organisation and each consortium. [MoU]. However, SKA Organisation will be at liberty to interact directly with all consortium members, as it deems necessary, and to attend consortium board meetings as an observer.

———Question: “5. Responsibilities. 5.2i. What does “represents that it has available the funding…” mean in plain English?”Answer: This meaning has been clarified in the MoU. [MoU].

———Question: “6. Termination. Clarification: the Consortium Lead Organisation can itself a defaulting party.”Answer: Under the DCA, any consortium member (including the Consortium Lead Organisation) could be a defaulting party. Consortium members are at liberty to include termination provisions in their CAs. [CA].

———Question: “6. Termination. 6.1/g. The SKA Organisation can terminate an organisation (with everyone’s consent)?”Answer: Under the DCA, SKA Organisation or the Consortium Lead Organisation could terminate the Agreement in the circumstances described under the sub-paragraphs of clause 6.1, but only with the consent of all other parties except for the defaulting member. Consortium members are at liberty to include termination provisions in their CAs. [CA].

———Question: “6. Termination. 6.2. Why must we have SKA Organisation’s approval to terminate a member?”Answer: Clause 6.2 refers to termination of the agreement in its entirety, and not merely to termination of a particular member’s involvement. Successful delivery of the work packages requires that consortia are not at liberty to simply terminate their deliverables obligations unilaterally. Clause 6.1 concerns termination of an individual member’s involvement. As all Consortium Members are considered by SKA Organisation to have an important role in the successful delivery of the work package, it is appropriate for SKA Organisation’s approval to be sought before members terminate the contractual obligations of another member. [CA].

———Question: “7. Consortium Co-ordination. 7.1. add: shall appoint a person to act as Work package Consortium Leader.”Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA. [CA].

———Question: “7. Consortium Co-ordination. 7.1. Convoluted English in the third line “and the Consortium Lead Organisation shall procure that the Work Package Leader….””Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA. [CA].

———Question: “7. Consortium Co-ordination. 7.1. Appointing a WP leader who is the “intermediary” between Consortium and SKAO. There should a wider link than this – but note that point 6 (para 5.2b).”Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA. [CA].

———Question: “7. Consortium Co-ordination. 7.2. The WP leader should be responsible as stated – but has all influence undermined by the SKA Organisation.”Answer: Please review the MoU in which this matter has been addressed. [MoU].

———Question: “7. Consortium Co-ordination. 7.3. The subparagraphs repeat a – d.”Answer: Agreed. This was a typo.

———Question: “7. Consortium Co-ordination. 7.3. Sub-sections need re-numbering, and the English in (new) 7.3 g) and h) needs adjusting.”Answer: Agreed. This was a typo.

———Question: “7. Consortium Co-ordination. 7.3b. Exceptions are mentioned, but I cannot find any exceptions in the draft Agreement.”Answer: Agreed. No exception had in fact been included.

———Question: “7. Consortium Co-ordination. 7.4. Refer to definition of the Consortium Lead Organisation: fulfilling the characteristics as defined.”Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA. [CA].

———Question: “8. Liability. 8.2c. What is meant by a Party’s aggregate liability towards other parties?”Answer: Consortium members may wish to include provisions in their CAs relating to their potential liabilities to each other. Aggregate liability refers to the maximum combined liability of a party for all claims made under the agreement. Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA [CA].

———Question: “10. Changes to this Agreement. Changes to agreement should be by 2/3 majority vote – not unanimous.”Answer: Consortium members are at liberty to define and/or clarify such matters as they deem appropriate for their CA [CA].

———Question: “11. Governance. 11.1. Is the WP Manager the same as the WP leader? There is no definition for manager.”Question: “11. Governance. 11.1 (a) (ii) Work package Manager: this is not defined yet, needs clarification. Is this the Work package Leader?”Question: “11. Governance. 11.1. This is inconsistent with Article 7 where the tasks ascribed to the Work Package Manager are the same as ascribed to the Work Package Consortium Leader. It should be the WP Consortium Leader. A similar inconsistency is to be found between the RfP document, section 6, first bullet point, and the Statement of Work document, section 4.1, point 2.”Answer: The Statement of Work requires a “Consortium Project Manager” as the single point of contact with SKA Organisation. The term “Consortium Project Manager” should have been used instead of “Work Package Manager”. The consortium may chose to select a leader (“Work Package Consortium Leader”) to manage internal affairs. [CA].

———Question: “11. Governance. 11.2. This (Consortium) Board has too much power and assigns equal weight to all members – why? Some are putting in vastly more resources.”Answer: Consortium members are at liberty to allocate voting rights and other powers between themselves as they deem appropriate in the context of their CA. [CA].

———Question: “12. IP. Why not describe a few basic principles and refer for detailed principles to the intergrated SKA IPR Policy (annex). e.g. any party contributes the IPR for purpose of the SKA Project to be used within the scope of the SKA Project for duration of the SKA Project/Work Package.”Answer: The MoU incorporates the IP Policy as a whole, instead of transposing selected provisions. [MoU].

———Question: “13. Proprietary Information. 13.4. The provisions of this clause 13 shall survive the expiry or termination of this Agreement. For how long?”Answer: The confidentiality provisions continue in perpetuity. In practice this means that the confidentiality obligations continue for as long as the information in question can properly be regarded as confidential, because one of the confidentiality provisions states that the confidential obligations cease to apply when the information in question falls into the public domain, etc. [CA].

———Question: “14. Miscellaneous. 14.3. Does the the Contracts (Rights of Third Parties) Act 1999 apply outside the UK?”Answer: The agreement is governed by English law, regardless of the nationalities of the parties, so the provision does apply outside the UK. There is no equivalent provision under the MoU. [CA].

———Question: “14. Miscellaneous. 14.9b. This Agreement shall be binding upon and enure for the benefit of the successors in title and assigns of each of the Parties. What does this mean?”Answer: This clause just means that if a party assigns its rights and obligations under the agreement, which itself requires the consent of the other parties under clause 14.7, the assignee can enforce its provisions and its provisions can be enforced against the assignee. [CA].

———Question: “14. Miscellaneous. 14.13. Create a first opportunity for the SKA Org to intervene (low cost, insight in the conflict, less delay) in a dispute and maybe resolve it. Especially if industry is involved. Cost of arbitration is sky high. You can think of a confidential procedure…”Answer: The MoU provides that the parties must attempt negotiated settlement before referring any dispute for arbitration [MoU]. Consortium members are at liberty to agree a mutually acceptable dispute resolution procedure in their own CA. [CA].

———Question: “14. Miscellaneous. 14.13. Add: Parties will utilize their best endeavor to settle disputes in an amicable manner. If any disputes arises among the parties on the execution of the Work package, the [parties, Consortium Lead Organisation or Work package Consortium Leader] will notify the [DG of the SKA Organisation/chair of SKA Board]. The [DG SKA Organisation/chair of SKA Board] will utilise his best endeavor to settle the dispute in an amicable manner.”Answer: Equivalent wording has been included in the MoU. [MoU]. Consortium members are at liberty to include the wording proposed here, or proposed in the MoU, in their CA. [CA].

———Question: “Schedule 2 – Operational Procedures. Working days not calendar days!”Answer: Calendar days was chosen as national holidays vary from country to country, meaning that working days are not necessarily aligned between countries. However, it is for consortium members to decide such matters amongst themselves in their CA. [CA].

———Question: “Schedule 4 – Statement of Work. Is this draft a template of an agreement to be included in the response or an agreement to be concluded after the evaluation of the response during the negotiation phase? “Schedule 4”, is headed “Statement of Work”. By signing the Agreement, all Parties including the SKA Organisation will be confirming they will carry out the Statement of Work. As a potential signatory, the SKA Organisation would be expected to comment on the Statement of Work and confirm it was happy with it before it was submitted. It is hard to see how the SKA Organisation could do this when it will be the primary evaluator of the Statement of Work after its submission.”Answer: It is envisaged that proposed consortium members will enter into a letter of intent to provide reassurance to each other about their intended contribution to the work package until such time as the CA and MoU are executed. The statement of work will be negotiated between SKA Organisation and proposed consortium members, and the MoU will be signed when those negotiations are complete. Consortium members will be required to enter into their CA before the MoU is signed. [CA/MoU].